Agreement between the Company and the Customer for Rental or Purchase of a Website
2024-10-11. Version 3.0
The terms regulate the contractual relationship between Imba SEO S.L. (hereinafter referred to as Imba) and the customer (hereinafter referred to as the Customer). Imba SEO S.L. Corporate ID: B72530199.
1. SUPPORT
1.1 Reasonable technical support to get started is included free of charge for the website during the first month after purchasing the website. For those renting, a reasonable number of hours is included, provided we have entered into an agreement and that the issue concerns errors for which Imba is responsible. No other support is included, but Imba may assist you as specified in the next section, or offer a support agreement as a continuous subscription without binding terms.
1.2 For other support, such as service or consultancy services, Imba charges per hour. This applies to issues outside the scope of regular support. Imba will notify you when it charges by the hour for its work.
1.3 The development of custom solutions (hereinafter “Custom Solutions”) requires a separate written agreement between Imba and the Customer. The price for Custom Solutions will be agreed upon separately with Imba.
1.4 Unless otherwise agreed in writing, the Customer receives a non-transferable, non-exclusive right to use Custom Solutions, and Custom Solutions, once developed, are included as part of the subscription.
1.5 Imba may offer the Customer a monthly support agreement, which entitles the Customer to support for issues covered by the agreement and occurring during the contract period.
2. IMBA’S RESPONSIBILITY
2.1 Imba is responsible for the classification of errors, bug reports, and the handling of service or consulting services.
2.2 To protect the Customer’s privacy, Imba treats all Customer information as confidential, but Imba may be required to disclose such information to authorities if mandated.
2.3 Imba strives for the highest possible operational stability but is not responsible for disruptions caused by factors beyond its control. This includes, but is not limited to, power outages, network equipment failures, telecommunication connections, or similar.
2.4 Imba reserves the right, in specific cases due to operational or security-related issues, such as the replacement of technical equipment or software updates, to temporarily restrict or interrupt access. Imba always strives to restore normal operations as soon as possible. Such interruptions will primarily occur outside of office hours.
2.5 Imba will continuously, and is entitled to, update and improve the service but is not obligated to update and improve custom solutions unless otherwise agreed in writing.
2.6 Imba offers a six-month warranty from the purchase date of the website that it will function as promised to the Customer in the quote. Note that if the Customer manages the operation and the hosting provider updates their servers, there is always a risk this may affect the website. This is not covered by the warranty or regular support, and Imba will charge for such support by the hour. Imba is not responsible for errors caused by something developed by a third party.
3. CUSTOMER’S RESPONSIBILITY
3.1 The Customer undertakes to comply with Swedish law, including linked objects such as images, videos, etc., that violate Swedish law. The Customer must indemnify Imba if any claims are made against Imba (including reasonable attorney fees).
3.2 The Customer is responsible for all information the Customer publishes on their websites or in their catalogs.
4. PAYMENT
4.1 Payment is made by invoice or card with 20 days payment terms. All prices are usually stated excluding VAT.
5. TRANSFER OF AGREEMENT
5.1 The Customer may only transfer this agreement to a new party (with a different corporate ID) with Imba’s consent. The transfer and consent must be in writing from both parties. The outgoing Customer is not liable for obligations arising after the transfer date.
5.2 The incoming Customer is not liable for obligations that arose before the transfer date. Imba has the right to transfer its part of the agreement, including its obligations, without the Customer’s approval.
6. LIMITATION OF LIABILITY
6.1 Imba is not liable for indirect damage such as lost profits or benefits, reduced production or sales, loss of data, damage to third-party property, inability to meet third-party obligations, or other consequential damages that Imba could not reasonably foresee.
6.2 Imba cannot be held liable for cases where an authorized or unauthorized user gains access to, destroys, or distorts data or information on the Customer’s or others’ computer resources.
6.3 The Customer is responsible for backing up all data. Imba’s liability for damages, including direct damages, is limited to a maximum of half a base amount.
6.4 Claims for damages must be made in writing within two months of the discovery of the damage or when it should have been discovered.
7. NON-PAYMENT
7.1 Imba has the right to charge fees for payment reminders, collection costs, and delay interest in accordance with applicable law and industry practice. Imba also reserves the right to charge for the service until the service is terminated.
8. AMENDMENTS TO TERMS
8.1 These general terms and conditions apply until further notice. Changes to the terms will be notified electronically 30 days before they take effect. Normally, notifications of changed contract terms are sent by email, along with other internal news from Imba.
9. TERMINATION OF CONTRACT
9.1 If the contract expires, Imba will suspend the Customer from provided services such as support or other services, such as development.
10. FORCE MAJEURE
10.1 Imba is exempt from liability if the fulfillment of a specific obligation is prevented or significantly hindered by circumstances beyond the control of the party. Examples of such circumstances include labor disputes, war, failure in external data communication, lightning strikes, fire, extreme weather conditions, government regulations, or other similar circumstances like shortages of goods, transport, energy, or other resources.
11. APPLICABLE LAW AND DISPUTES
11.1 Disputes concerning the interpretation or application of this agreement and related legal relationships shall be finally settled by Blekinge District Court as the first instance.
12. GROUNDS FOR TERMINATION
12.1 If one party commits a material breach of contract and does not rectify it within 30 days after receiving a written request from the other party, the latter has the right to terminate the agreement in writing with immediate effect.
13. OBJECTION TO INVOICE FOR SERVICE AND OPERATION
13.1 Any objections to an invoice for services rendered (consultancy assignments) must be made within 30 days from the invoice date. After this period, the Customer loses the right to contest the invoice.
13.2 If the Customer objects to the invoice in a timely manner and presents valid grounds for the objection, Imba shall grant a postponement of the payment for the disputed amount. If a postponement is granted, default interest will be applied to the portion of the disputed amount that the Customer is liable to pay.
13.3 Any objections to an invoice for agreed upcoming, ordered but unused products must be made no later than the date the service begins/delivers. If the Customer timely objects to the invoice and presents valid grounds, Imba will grant a postponement for payment of the disputed amount.
13.4 If a postponement is granted, default interest will be applied to the disputed amount that the Customer is liable to pay.
14. PRODUCT AND SERVICE DESCRIPTION
14.1 Imba provides services and software for website solutions and hosting solutions. Imba provides websites that the Customer purchases and is responsible for managing. Imba also rents out its software for website solutions and hosting solutions. A service may consist of a consultancy assignment and/or a continuous subscription regarding support.
14.2 A product may also consist of modules for the selected solution. These modules may be provided by Imba or a third party. The contents of product packaging and pricing may change.
15. DISTRIBUTION OF AGREEMENT, WEBSITE, AND INTELLECTUAL PROPERTY RIGHTS
15.1 The Customer may sell their website to another party (with a different corporate ID).
15.2 The Customer may not sell or give away copies of the entire website or parts of the website developed by Imba to another party (with a different corporate ID).
15.3 The Customer may not modify code, modules, or design to sell to another party (with a different corporate ID) without Imba’s consent.
15.4 Imba owns all intellectual property rights such as copyright on code, modules, and design developed by Imba. Trademark rights and rights under the Marketing Act also belong to Imba. The Customer does not acquire ownership rights.
15.5 Imba does not provide the source code to the Customer, and the Customer is not entitled to, by themselves or with external help, attempt to access or copy the source code in any way.
15.6 Imba’s logo and other identifiers may not be removed.
16. TERMINATION OF AGREEMENT
16.1 All our services are ongoing contracts. Unless otherwise agreed, the agreement for the operation of our services runs monthly or for the contract period agreed upon between the Customer and Imba in a separate agreement.
16.2 If the agreement is not terminated and the notice of termination is not received by Imba at least one calendar month (30 days) before the next monthly period begins, the agreement will continue, or for the period agreed upon in the separate agreement between the Customer and Imba.
16.3 If termination occurs after the start of a new contract period, no refund will be given for the current period.
16.4 Termination of the agreement must be made via traditional mail or email, and it is the Customer’s responsibility to document that the termination has reached Imba.
16.5 When Imba receives the termination notice, an electronic confirmation will be sent, usually within 48 hours.
16.6 Imba does not accept terminations by phone.
17. BUYOUT OF RENTAL SOLUTION
17.1 The Customer can buy out their web solution from Imba for a sum equivalent to the base price of the chosen package, with a 30% discount, after at least six months from the start of the agreement.
17.2 If the Customer wishes to buy out their solution, a purchase agreement will be established between the Customer and Imba, and this agreement will become void.
17.3 Once the Customer has bought out their solution from Imba, the Customer owns their store, and Imba is not obligated to provide free support or operation.
17.4 The Customer may choose where to host their website after buying out the solution. Imba can assist with hosting for a monthly fee and can also help with transferring to another host for an additional charge.
17.5 Imba may offer the Customer a continuous support agreement after the Customer has bought out their solution.
